📝 What This Document Is

This is an amended annual report (Form 10-K/A) for TherapeuticsMD for the year ended December 31, 2025. It's being filed to fix printer errors in the original report. Crucially, it does not update any information since the original filing date (March 30, 2026).

👉 In simple terms: This is a "correction notice" for a few typos and broken links in their main yearly report. The core business story and numbers haven't changed.

🏢 What The Company Does

👉 In simple terms: TherapeuticsMD is no longer a drug developer. It's now a "royalty collector."

The company fundamentally changed its business model in December 2022. It now owns the rights to pharmaceutical products and licenses them to other companies (like Mayne Pharma) that handle all the manufacturing, sales, and marketing. TherapeuticsMD's only job is to collect royalty checks based on those sales.

Its key licensed products are:

• IMVEXXY & BIJUVA: FDA-approved hormone therapies for menopause symptoms.
• ANNOVERA: A one-year prescription contraceptive ring.
• Prenatal Vitamins: Prescription vitamin lines.

💰 Financial Highlights & Going Concern

The financial picture is concerning:

• Net Loss: Reported a net loss of $569 thousand for 2025 (compared to a $2.2 million loss in 2024).
• Stockholder Equity: Had $26.9 million in stockholders' equity as of Dec. 31, 2025.
• Cash: Held $7.5 million in cash and cash equivalents.
• 🚨 Major Red Flag: The company's auditor has issued a "going concern" warning. This means there is substantial doubt about the company's ability to stay in business over the next year.

👉 Why it matters: The company is burning cash and losing money. Its survival depends entirely on receiving royalty payments, resolving a major legal fight, and cutting costs to the bone.

⚖️ Major Legal Dispute with Mayne Pharma

A significant conflict with its main licensee, Mayne Pharma, threatens the company's finances.

• The Fight: They disagree on how to calculate deductions (like payer rebates and distributor fees) from the royalty payments TherapeuticsMD receives.
• The Lawsuit: Mayne Pharma has sued TherapeuticsMD over these calculations. TherapeuticsMD has countersued, alleging Mayne is underpaying royalties.
• The Risk: An adverse ruling could force TherapeuticsMD to pay significant damages or result in offsets against future royalties, severely impacting its already shaky cash position.

👥 Management & Operations

• Skeleton Crew: The company has only one employee—its CEO, Marlan D. Walker.
• Heavy Reliance: The company's entire operation depends on Mr. Walker. His departure could cripple the business.
• No Manufacturing/R&D: The company conducts no research, development, or manufacturing. All operational functions were transferred to its licenseers in 2022.

👉 Why it matters: This is a "shell" of a company with virtually no employees. Its survival is tied to one person and the performance of others.

🔮 What's Next & Key Risks

The path forward is fraught with challenges:

• ✅ Strength: Revenue comes from royalties, so no sales/marketing costs.
• ⚠️ Critical Risk - Dependence: 100% of revenue depends on the sales success of its licensees (mainly Mayne Pharma).
• ⚠️ Critical Risk - Legal: The outcome of the lawsuits with Mayne Pharma is the single biggest uncertainty.
• ⚠️ Critical Risk - Competition: Generic competitors have filed to sell copies of IMVEXXY and BIJUVA. Patent litigation is ongoing, and a loss could slash royalty rates.
• ⚠️ Critical Risk - Liquidity: With minimal cash and ongoing losses, the company may need to raise more money, which could dilute shareholders or may not be possible.

🧠 The Analogy

TherapeuticsMD is like a homeowner who rented out their house. They don't do any maintenance, pay the mortgage, or talk to the tenants. They just get a check from the property manager (Mayne Pharma) each month. Now, the property manager is suing them over the fees, and the value of the neighborhood (market for their drugs) is threatened by cheaper, similar houses (generics). The homeowner has no other income and very little savings.

📇 Key Contacts & People

• Principal Executive Offices: 951 Yamato Road, Suite 220, Boca Raton, Florida 33431
• Telephone: (561) 961-1900
• Chief Executive Officer (and Sole Employee): Marlan D. Walker

🧩 Final Takeaway

TherapeuticsMD is a high-risk, shell-like company surviving solely on drug royalties. Its future hinges on winning a major legal battle with its licensee and fending off generic competition, all while it operates with minimal cash and just one employee. The auditor's "going concern" warning signals a very real possibility of failure.